With Winston Salem (N.C.) Mt. Tabor linebacker Derek Nicholson coming in at No. 31 and three Texas prospects in this group it's time Carolina and Texas represented.

Nicholson, who is 6-foot-2 and 228 pounds, has great bloodlines and an amazing knack for making big plays. Nicholson has racked up 476 tackles in his first three years of high school football, and when you combine that with 16 sacks and five interceptions you have an instant playmaker on the next level.

"I like to say I have a little bit of new school and a little bit of old school in my game," Nicholson said. "I have speed, finesse and quickness with new school and with old school I am hard nosed, always hustling and aggressive. I know how to shed blocks, attack the line of scrimmage and get to the ball. I know I have to improve on every aspect of my game to be the greatest player I can be."

Stud receiver DeSean Jackson of Long Beach Poly is ranked as the nation's No. 32 player. Jackson, one of the stars of the Palo Alto NIKE Training Camp, is the younger brother of former NFL receiver Byron Jackson and DeSean has all of the tools to be a future NFL player, too.

Jackson isn't going to blow you away with his blazing speed, but he's more than fast enough. But where he really excels is his hands, which are probably the best of any receiver in the West and maybe in the entire nation. Jackson also has the ability to explode for a big play after he makes the catch. Get the ball in his hands and good things happen.

Observers say it's the best year in Illinois in almost five or 10 years, and with three players in the national top 35 it's hard to argue with that statement. Coming in next on the list of blue-chip prospects is Wheaton (Ill.) Wheaton South offensive tackle Dace Richardson.

Richardson, who is 6-6 and 300 pounds, has five-star talent and several college coaches think he might be the best lineman in the state - despite Barrington, Ill., offensive tackle Dan Doering earning the early nod from Rivals.com.

Physically, you'll be hard pressed to find another line prospect that has more upside and potential than Richardson. Richardson has the ability to play at 325-pounds plus in college. Richardson has very little body fat and is still growing and filling out that extra large frame. On the field, Richardson really got comfortable in his frame and size in 2003, especially late in the 2003 season. Richardson is a lock-on blocker, who has better than you think balance and feet.

Some times it's easy to overlook the Natural State when it comes to talent, but the Arkansas Razorbacks have been winning games with big-time in-state prospects for years and SEC teams like Tennessee have made Arkansas a regular stop for top flight talent.

After witnessing the breakout performance of athlete Darren McFadden at the Atlanta NIKE Training Camp, there was no way that Rivals.com could keep him out of the national top 35, so he comes in ranked at No. 34. McFadden, measuring 6-foot ½ and 198 pounds, ripped off a 4.38-40-yard dash and then followed that up with a 32 ¾ vertical and 14 reps of 185 pounds. He then showed off great hands in the position drills, ability to make sudden changes of direction and could hardly be covered in one-on-one drills.

With his long and lean frame, there were whispers amongst the more than 100 college coaches on hand that he might even project as a blue-chip safety prospect. But he is project to also be an impact running back for Arkansas - the school he's already committed to.

Last year Bobby Reid was ranked as one of the nation's top quarterbacks, but despite all the attention he received, he might not even be the best player on his own team. That's because Galena Park (Texas) North Shore is home to tight end Dajleon Farr, who is ranked as the No. 35 player overall by Rivals.com.

Farr is your prototype tight end. He's big at 6-6 and 235 pounds, he's strong and is able to run block extremely well and he is able to stretch the field vertically in passing situations.

"I'll take Dajleon over anybody," North Shore coach David Aymond said. "Taking nothing away from Bobby Reid, but Dajleon will have as many offers as Bobby. He's just a physical specimen."

Looking for the perfect I-back? If so then stop your search with Jamestown (N.C.) Ragsdale standout Toney Baker. While there are other backs ranked higher than him, Baker, who is the nation's No. 36 player, has some things the others don't have.

At the top of the list is power. Baker has tree-trunks for a lower body and his ability to run between tackles, and his upper-body strength combines with his vision to form a very complete running back.

"Toney is unique because he sees things so well," Ragsdale coach Tommy Norwood said. "He has the best vision of any running back I've ever seen. He just sees things differently than anyone else. Naturally his strength and speed factors into the picture, but the first thing I always talk to people about with him is vision. That's the strength even beyond the other intangibles."

Rancho Cucamonga, Calif., is home to the nation's No. 37 player, Averell Spicer. The 6-foot-2, 260-pound strongside defensive end has racked up countless scholarship offers from a who's who of college football. With offers from Arizona, Florida State, Kansas State, Nebraska, Oregon State, USC and UCLA, Spicer is already a household name out West. He's about to take the nation by storm with his explosive first step and lower-body strength that makes him hard to block.

"Averell is so explosive off the ball and he's impossible to block with only one guy," his coach,, Chris Van, said. "He's also a great leader and a player that our whole team looks up to."

When talking about the top talent in Texas, the name of Lufkin running back Jorvorskie Lane has been popping up for two years now. When Rivals.com evaluated him at a summer camp and then on film, one of his teammates kept popping up making big play after big play on defense. That player is strongside defensive end McKinner Dixon.

Not many people knew about Dixon early on, and many experts still don't know how good he is. Honestly, he's not just good. He's incredible, and he's the top player in East Texas and the nation's No. 38 player overall.

Lining up at defensive tackle, Dixon couldn't be blocked as a junior. His sack stats aren't whopping because of his inside play and countless double-teams, but playing in arguably the toughest district in the entire nation Dixon racked up 79 tackles in 11 games. He'll move to defensive end this year, where he'll have a chance to use his speed and pass-rushing technique even more.

"I know that I won't probably be playing defensive tackle in college, since I'm no where near 300 pounds," he said. "So, I'm moving to my natural position, defensive end this upcoming year. But I really think that playing tackle has made me tougher and allowed me to really become a better player. I was a lot quicker than the offensive linemen, and I got to use that, but I also had to learn how to be blocked and still find a way to make a tackle."

Dixon has an impressive offer list that includes Arkansas, Florida, Florida State, Georgia, LSU, Oklahoma, Texas, Texas A&M and Texas Tech, so don't look for him to be out of the national spotlight any time soon.

He's a quarterback. He's an athlete. He's a quarterback. He's an athlete.

It really doesn't matter where you put Jackson, Mich., standout Antonio Bass because he's a good enough prospect to play at a number of different positions and he's going to excel at all of them. Bass, who is 6-1 and 194 pounds, wants to take a shot at playing quarterback in college and there are going to be plenty of teams lining up to give him that chance.

But it's the total package of him at athlete that makes him the nation's No. 39 player overall.

Longview, Texas, receiver Malcolm Kelly has all of the tools to be an all-world receiver. But what he has in tools, he lacks in opportunities. Playing in a run based offense for most of his high school career, Kelly finished his junior season with 26 receptions for 826 yards and six touchdowns. As a sophomore, he had 19 catches for 365 yards.

Not many chances for a player that's 6-4, 200 pounds and has 4.5-second speed. And it's not too many chances for a player that might be one of the most talented receivers to ever come through East Texas.

"I like going for the deep ball," Kelly said. "When I get deep, I'm tough. I can jump over guys because I am generally a lot taller, and I have never been caught from behind. We have a lot of plays where I go deep and battle for the football."

Even with the lack of opportunities and if you take the entire sum of the parts, Kelly is special and is one of the most highly coveted receivers in the land and the nation's No. 40 player overall.

Along with feedback and support from the Rivals.com network of high school and college publishers, the actual player rankings are compiled after hours of film evaluation, personal observations and input from professional, college and high school coaches.